TIDMCHAR
RNS Number : 5475F
Chariot Limited
10 July 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX (THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, RUSSIA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Chariot Limited
("Chariot", the "Company" or the "Group")
10 July 2023
Proposed Placing and Subscription to raise approximately US$15
million (GBP11.7 million)
and Open Offer to raise up to US$3 million (GBP2.3 million)
Chariot (AIM: CHAR), the Africa focused transitional energy
company, is pleased to announce its intention to undertake a
fundraising of approximately US$18 million (GBP14 million) before
expenses by way of a placing (the "Placing") and a direct
subscription (the "Subscription") of approximately US$15 million
(GBP11.7 million) in aggregate, and an open offer (the "Open
Offer") of up to US$3 million (GBP2.3 million) (the Placing,
Subscription and Open Offer together the "Fundraising"). Pursuant
to the Fundraising, it is estimated that the Company will issue
approximately 83,705,358 new Ordinary Shares pursuant to the
Placing and the Subscription and up to 16,615,421 new Ordinary
Shares pursuant to the Open Offer, in each case at an issue price
of 14 pence per share (the "Issue Price").
The Placing will be conducted in accordance with the terms and
conditions set out in Appendix 2 to this announcement (this
"Announcement") by way of an accelerated bookbuild ("Bookbuild" or
"ABB") at the Issue Price which will be launched immediately
following this Announcement. The timing of the closing of the
Bookbuild and the allocations are at the absolute discretion of
Cenkos Securities Plc and Stifel Nicolaus Europe Limited (together,
the "Joint Bookrunners") and the Company. The results of the
Placing and Subscription will be announced as soon as practicable
after the close of the Bookbuild. The Placing is not being
underwritten.
As part of the Fundraising, the Company proposes to raise up to
US$3 million (GBP2.3 million) by the issue of New Ordinary Shares
pursuant to an Open Offer to Qualifying Shareholders at the Issue
Price.
Highlights:
-- The net proceeds of the Fundraise will be used as follows:
o For near term onshore drilling and development planning on a
new onshore Moroccan Licence, expected to be awarded imminently;
and
o New ventures and working capital.
-- The Company continues to make good progress on its
partnership process for Anchois, with the fundraise providing an
improved financial position ahead of finalising negotiations.
-- Placing and subscription to raise gross proceeds of
approximately US$15 million (GBP11.7 million). Open Offer to raise
gross proceeds of up to US$3 million (GBP2.3 million).
-- Open Offer on the basis of 1 Open Offer Share for every 58 Existing Ordinary Shares held(1) .
-- Following the close of the Bookbuild, the Company expects to
send the Circular, containing a notice of General Meeting, on or
about 13 July 2023. Full details of the Open Offer, a proxy form
and (where applicable) an Open Offer application form will also be
included within, or sent with, the Circular.
(1) In the event that the rate of British Pounds Sterling to
United States Dollars fluctuates significantly before the date of
the Circular, the number of Open Offer Shares issued may
change.
Commenting on the Fundraising, Adonis Pouroulis, CEO of Chariot,
said:
"We have made significant strides across our gas portfolio
throughout the past year, especially in progressing the Anchois
development and we are now in the final stages of negotiating
partnering on our licence areas offshore Morocco following a highly
competitive process.
Our overriding objective remains to build further value for
shareholders and we are therefore looking to raise funds for a new
licence onshore Morocco as we continue to expand our strategic
footprint in-country. This licence will give Chariot near-term
drilling opportunities with the potential to accelerate Chariot's
timeframe to first gas. The acreage shares geological similarities
with our offshore assets so we benefit from unique insights on
existing 3D seismic and on-block well data and have already high
graded targets for a first phase drilling campaign.
Proceeds from the raise will also support the wider Chariot
group as we continue to deliver on milestones across each pillar of
our business for the benefit of all stakeholders."
The New Ordinary Shares issued pursuant to the Fundraising will
be issued as fully paid and will rank pari passu in all respects
with each other and with the Existing Ordinary Shares from their
admission to trading on AIM.
The Fundraising is conditional, inter alia, upon the passing of
the Resolutions (as defined below) at the General Meeting, on
admission of the New Ordinary Shares to trading on AIM becoming
effective and the Placing and Open Offer Agreement not being
terminated in accordance with its terms. Shareholders should be
aware that if the Resolutions are not approved at the General
Meeting, neither the Placing, the Subscription nor the Open Offer
will proceed.
Assuming the Open Offer is allocated in full and US$15 million
is raised pursuant to the Placing and Subscription, the New
Ordinary Shares will represent approximately 10 per cent. of the
Company's issued share capital prior to the Fundraising. The Issue
Price of 14 pence per New Ordinary Share represents a discount of
approximately 10% to the closing mid-market price of 15.6 pence per
Ordinary Share on 7 July 2023, being the last trading day
immediately preceding the date of this Announcement.
Appendix 1 and Appendix 2 form part of this Announcement. A
timetable of principal events is set out in Appendix 1. Capitalised
terms have the meaning set out in Appendix 3 to this
Announcement.
Enquiries:
Chariot Limited
Adonis Pouroulis, CEO
Julian Maurice-Williams, CFO +44 (0)20 7318 0450
Cenkos Securities Plc (Nomad and Joint Bookrunner)
Derrick Lee, Adam Rae (Corporate Finance)
Leif Powis (ECM)
Stifel Nicolaus Europe Ltd (Joint Bookrunner) +44 (0)20 7397 8900
Callum Stewart, Jason Grossman, Ashton Clanfield +44 (0) 20 7710 7760
Celicourt Communications (Financial PR)
Mark Antelme, Jimmy Lea +44 (0)20 7770 6424
NOTES FOR EDITORS:
About Chariot
Chariot is an African focused transitional energy group with
three business streams, Transitional Gas, Transitional Power and
Green Hydrogen.
Chariot Transitional Gas is focused on a high value, low risk
gas development project offshore Morocco in a fast-growing emerging
economy with a clear route to early monetisation, delivery of free
cashflow and material exploration upside.
Chariot Transitional Power is focused on providing competitive,
sustainable and reliable energy and water solutions across the
continent through building, generating and trading renewable
power.
Chariot Green Hydrogen is partnering with Total Eren and the
Government of Mauritania on the potential development of a 10GW
green hydrogen project, named Project Nour.
The ordinary shares of Chariot Limited are admitted to trading
on the AIM under the symbol 'CHAR'.
Background to and Reasons for the Fundraising
Chariot is an Africa-focused transitional energy group with a
mission to create value and deliver positive change through
projects that are driving the energy revolution via its three
business streams: Transitional Gas, Transitional Power and Green
Hydrogen.
Transitional Gas
The Group holds two licences in Morocco: the Lixus Licence, in
which the Anchois Gas Development is located and the Rissana
Licence which surrounds Lixus and captures further exploration
upside. Chariot is seeking investment for a new onshore Moroccan
Licence that is nearing award, which is adjacent to and shares a
common geological setting with Lixus. These licences provide the
Group with a strategic footprint of assets offering a material,
diversified portfolio with access to attractive markets and
basin-scale upside supported by a low-risk proven gas play.
The Group has a 75% interest and operatorship in each licence
area, alongside the Office National des Hydrocarbures et des Mines
("ONHYM") which holds a 25% interest.
New Onshore Moroccan Licence
The Directors anticipate that the Group will be awarded the new
onshore Moroccan Licence by ONHYM, which is expected to be signed
imminently. This licence would offer a near term and low-cost
drilling opportunity, with a direct route to market and the
potential to accelerate Chariot's timeframe to first gas. The area
covered by the new onshore Moroccan Licence is an overlooked,
conventional , shallow gas play in a basin with a high historic
success rate of 80-85% and low development costs. Although the
Directors anticipate that this licence will be awarded imminently,
there can be no guarantee of such award being made until the
licence is signed by ONHYM. A further announcement in respect of
this will be made at that time.
The new onshore Moroccan Licence has geological and geophysical
similarities to Chariot's offshore licences and is located close to
existing infrastructure, as well as the planned processing
facilities and onshore pipelines for the Anchois Gas Development.
It is also close to the industrial offtake market with the
potential to rapidly monetize production through the recently
announced gas-to-industry partnership with Vivo Energy. Multiple
drill ready prospects have already been identified on existing 3D
seismic data and gas and reservoir presence has been proven
on-block from previous exploration wells; drilling one target well
could de-risk and unlock a wider group of geologically-linked
prospects.
The Directors plan to pursue the material upside potential
within this block and kick start a drilling campaign as quickly as
possible. A four well work programme is planned, targeting
high-graded prospects ranging from 8-18 Bcf of best estimate
prospective resource potential (Chariot preliminary internal
estimates). With rigs available in-country, the Directors expect
the well programme to be carried out in the near term. Each well is
expected to cost approximately US$3 million to drill. The Directors
anticipate that first gas production from the new onshore Moroccan
Licence could commence ahead of Anchois development cashflows. The
drilling of these wells will also have important read-through to
the offshore prospect portfolio due to the reservoir fairways that
extend across the areas. It is expected that the terms of the new
onshore Moroccan Licence will be substantively similar to the terms
of the Company's existing Moroccan licences.
The Anchois Gas Development
Pursuing a drilling campaign at the new onshore Moroccan Licence
will not detract focus from the offshore Anchois gas development.
Following Chariot's successful fundraise in June 2022, which
provided funding for the front-end engineering and design ("FEED")
phase, the Group's technical team have been working alongside a
consortium of Schlumberger (now "SLB") and Subsea 7, being together
the Subsea Integration Alliance, to complete the wide scope of
workstreams across this critical planning stage. The FEED was
materially completed in March this year, the design of which has
reinforced the viability and commercial potential of the project
and providing flexibility for future growth in both scale and
resource. The FEED confirmed that the initial development will
consist of three producer wells, with multi zone completions to
enable gas recovery across stacked sands, and the subsea
infrastructure will deliver the gas to onshore facilities via a
subsea flowline that has future expansion capabilities to tie-back
additional wells. The initial production capacity of 105mmscf/day
will be delivered into the Maghreb-Europe Gas Pipeline ("GME") to
be piped to anchor gas offtakers. As confirmed by the independent
assessment conducted by Netherland Sewell & Associates Inc, the
Anchois Gas Development has 2C contingent resources of 637 Bcf
which gives the project an NPV10 of US$1.6 billion based on a
working interest of 75% and a US$12/mmbtu gas price. The assessment
also corroborated the multi-Tcf opportunity that sits within the
basin and also de-risked a number of high potential future targets
in Lixus.
Partnering
The farmout partnering process for Lixus and Rissana has been
competitive and has attracted significant industry interest. Forty
companies have accessed a data room and multiple offers have been
received including from multinational E&P groups with strong
balance sheets. This process has technically validated Chariot's
development plan as well as the exploration potential. Any offer,
should it proceed to completion, anticipates that Chariot Morocco
would retain a material stake in the licences and that there would
be an upfront cash consideration. Further, any farmout may
materially provide the financing of the anticipated development
capital expenditure to first gas. Chariot Morocco expects to
announce its new partner shortly.
Project Finance
Following completion of the FEED process, and with partnering
discussions expected to be concluded shortly, the Anchois Gas
Development continues to progress towards FID. Concurrent with
this, Societe Generale has been leading the project finance process
on behalf of the Group and discussions are ongoing with a
consortium of European and Moroccan banks which have indicated
their appetite to provide debt finance.
Rissana Offshore
In securing the Rissana Licence, the Group captured the
exploration upside of the gas plays extending from Lixus. Early
independent assessment of the areas in July 2022 covered by 3D
seismic provided a total 2U prospective resource of over 7 Tcf,
combining a high-graded prospect within the lower risk Anchois
tertiary gas play and multi-Tcf prospects in a higher-risk Mesozoic
play.
Lining up Supply into Gas Hungry Markets
To date, Chariot Morocco has agreed key principles with the
Office National de l'Electricité et de l'Eau Potable ("ONEE") for
sales of up to 0.6 Bcm per year (c. 60 mmscf per day) on a
take-or-pay basis for a minimum of 10 years, with gas to be
delivered via the GME pipeline. As announced in September 2022, a
tie-in agreement has been signed with ONHYM providing direct access
to the GME through this infrastructure. This pipeline also provides
a direct route into Spain and onwards into wider markets across
Europe. Discussions with ONEE and other offtakers continue, and as
announced in May this year, Chariot Morocco has also entered into a
partnership agreement with Vivo Energy with a view to creating a
midstream joint venture that will oversee the distribution of
natural gas to industrial customers in Morocco. This further
supports the commercial viability of the Anchois project and, as
noted above, this could dovetail into the production from the new
onshore Moroccan Licence, supplying a lower carbon fuel directly
into Morocco's fast growing domestic industrial sector.
Transitional Power
Chariot Transitional Power is focused on providing competitive,
sustainable and reliable energy and water solutions across the
continent through building, generating and trading renewable
power.
In partnership with Total Eren, Chariot has continued to build
out its renewable energy project pipeline and, alongside the 15MW
operational solar plant at IamGold's Essakane mine in Burkina Faso,
there is a further 500MW under development, consisting of a 430MW
solar and wind project for First Quantum Minerals' copper projects
in Zambia, a 40MW solar project at Tharisa's PGM and chrome mine in
South Africa, and a 30MW solar project for Karo Mining's platinum
mine, which is under construction in Zimbabwe.
While the partnership with Total Eren will continue seeking to
grow this portfolio, Chariot has also diversified this pillar of
the business through its shareholding in the electricity trading
platform Etana Energy (Pty) Limited ("Etana"). Etana, a joint
venture company held by Chariot Transitional Power Limited, Neura,
H1 Holdings and Meadows Energy, is one of three companies to hold
an electricity trading licence in South Africa and provides Chariot
with access to transmit, trade and re-trade renewable energy
through the national grid. As a result, this platform has the
potential to unlock further large renewables projects and an
additional revenue stream for the Company while helping to
revolutionise the energy mix in South Africa .
Chariot also recently acquired the business and assets of a
renewable water producer, ENEO Water PTE Limited, as a
complementary and strategic addition to the Group's power and
hydrogen pillars . The first proof-of-concept project has just been
completed at the largest wind farm in Djibouti which will provide
potable water for local communities for the next 20 years.
Green Hydrogen
Chariot is focused on building a portfolio of world-class green
hydrogen projects and delivering a series of proofs of concept that
showcase project delivery and generate early revenues.
Chariot is partnered with Total Eren, on a 50/50 basis, on the
development of a large-scale green hydrogen project, Project Nour,
which spans two onshore areas totalling approximately 5,000km(2) in
northern Mauritania. The pre-feasibility study, completed in May
2022, confirmed the project's potential to produce some of the
cheapest green hydrogen in the world due to its world class solar
and wind resources, which complement each other year-round. As
Total Eren is an affiliate of Total Energies, the partnership has
direct access to the experience and expertise of Total Energies'
dedicated 'One Tech' technical team. The project has the potential
to create a range of positive impacts through increased investment,
job creation, skill development and government revenues, as well as
to facilitate greener industry in-country. A significant focus on
local content is therefore being integrated from the outset.
Feasibility studies are underway to further define the development
plan for the project, but with up to 10GW of installed electrolysis
to produce green hydrogen and green ammonia, the Directors believe
that Project Nour has the potential to become one of the largest
global projects of its kind by 2030.
Use of Proceeds
The Company is proposing to use the net proceeds of the
Fundraising as follows:
Onshore drilling and development planning US$12million (GBP9.4
on new onshore Moroccan Licence, expected million)
to be awarded imminently
New ventures and Working Capital US$3million (GBP2.3
million)
Total US$15million (GBP11.7
million)
Any funds raised though the Open Offer will be used to
supplement the Group's working capital. As at 31 May 2023, the
unaudited cash balance of the Company was US$4 million.
IMPORTANT NOTICES
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
Announcement. No statement in this Announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Company undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
No offer document or prospectus has been, or will be, delivered
to the Financial Conduct Authority in relation to the
Fundraising.
This Announcement, including the information contained herein,
is for information purposes only, is not intended to and does not
constitute or form part of any offer or invitation to purchase or
subscribe for, underwrite, sell or issue or the solicitation of an
offer to purchase or subscribe for, sell, acquire or dispose of the
New Ordinary Shares or any other security in Canada, Russia,
Australia, New Zealand, the Republic of South Africa or Japan or in
any jurisdiction in which, or to persons to whom, such offering,
solicitation or sale would be unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company as Joint
Bookrunner for the purposes of the Fundraising and is not acting
for any other persons in relation to it and accordingly will not be
responsible to anyone else in relation to the matters described in
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Cenkos by the FSMA or the
regulatory regime established under it, Cenkos does not accept any
responsibility whatsoever for the contents, completeness or
accuracy of this Announcement, and no representation or warranty,
express or implied, is made by Cenkos with respect to the accuracy
or completeness of this Announcement, or any part of it.
Stifel, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company as Joint
Bookrunner for the purposes of the Fundraising and is not acting
for any other persons in relation to it and accordingly will not be
responsible to anyone else in relation to the matters described in
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Stifel by the FSMA or the
regulatory regime established under it, Stifel does not accept any
responsibility whatsoever for the contents, completeness or
accuracy of this Announcement, and no representation or warranty,
express or implied, is made by Stifel with respect to the accuracy
or completeness of this Announcement, or any part of it.
The price of the Ordinary Shares may go down as well as up and
investors may not get back the full amount invested on disposal of
the Ordinary Shares.
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
The Company prepares its financial statements in US dollars and
therefore certain figures relating to the Fundraising have been
expressed in US dollars. Where appropriate, these figures have been
converted into pounds sterling for information purposes only using
the following exchange rate:
Pounds sterling to US dollars - 1.28
Details of the Placing
The Bookbuild process for the Placing will open with immediate
effect. The Placing is subject to the terms and conditions set out
in Appendix 2 (which forms part of this Announcement). The timing
of the closing of the Bookbuild is at the discretion of the Joint
Bookrunners. The Joint Bookrunners and the Company reserve the
right to increase the amount to be raised pursuant to the Placing,
in their absolute discretion. The closing of the Bookbuild and the
final number of shares to be issued pursuant to the Placing will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares in the capital of the Company, including the right
to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Ordinary Shares after the date
of issue of the Placing Shares.
The Placing is subject to the conditions and termination rights
set out in the Placing and Open Offer Agreement between the Company
and the Joint Bookrunners. Further details of the Placing and Open
Offer Agreement can be found in the terms and conditions of the
Placing contained in Appendix 2 to this Announcement. The Placing
is not being underwritten by any party.
The Placing is conditional on, inter alia, the approval of
Shareholders at the General Meeting, admission of the Placing
Shares and the Subscription Shares to trading on AIM becoming
effective and the Placing and Open Offer Agreement not being
terminated in accordance with its terms.
Details of the Subscription
Certain investors have indicated their intention to subscribe
for New Ordinary Shares pursuant to the Subscription at the Issue
Price. Any Subscription would be conditional on the Placing
becoming unconditional in all respects, including admission of the
Placing Shares and the Subscription Shares to trading on AIM
becoming effective and the Placing and Open Offer Agreement not
being terminated in accordance with its terms. Any Subscription
will be announced with the closing of the Bookbuild.
Details of the Open Offer
Subject to the successful closing of the Bookbuild, the Company
is further proposing to raise up to US$3 million (GBP2.3 million)
before expenses by the issue of up to 16,615,421 Open Offer Shares
at the Issue Price, payable in full on acceptance. Any entitlements
to Open Offer Shares not subscribed for by Qualifying Shareholders
will be available to Qualifying Shareholders under the Excess
Application Facility. The balance of any Open Offer Shares not
subscribed for under the Excess Application Facility will not be
available to the Placees under the Placing.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which Qualifying
Shareholders do not apply for will not be sold in the market for
the benefit of Qualifying Shareholders who do not apply for Open
Offer Shares. The Open Offer application form is not a document of
title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price pro rata to their holdings of
Ordinary Shares on the Record Date on the basis of:
1 Open Offer Share for every 58 Existing Ordinary Shares
held
Subject to availability, the Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares up to the
maximum number of Open Offer Shares available less their Open Offer
Entitlement, subject to availability.
Applicants can apply for less or more than their entitlements
under the Open Offer, but the Company cannot guarantee that any
application for Excess Shares under the Excess Application Facility
will be satisfied, as this will depend, in part, on the extent to
which other Qualifying Shareholders apply for less than or more
than their own Open Offer Entitlements. The Open Offer is
conditional on admission of the Open Offer Shares to trading on AIM
becoming effective and the Placing and Subscription having become
unconditional.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the Open
Offer application form will not be sent to Shareholders with
registered addresses in any jurisdiction other than the United
Kingdom since to do so would require compliance with the relevant
securities laws of that jurisdiction. The Company reserves the
right to treat as invalid any application or purported application
for Open Offer Shares which appears to the Company or its agents or
professional advisers to have been executed, effected or dispatched
in a manner which may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents or professional
advisers believe that the same may violate applicable legal or
regulatory requirements or if it provides an address for delivery
of share certificates for Open Offer Shares, or in the case of a
credit of Open Offer Shares in CREST, to a CREST member whose
registered address would be, not in the
UK.
The Open Offer Shares are being offered only outside the United
States, in reliance on Regulation S under the United States
Securities Act of 1933, as amended. The offer and sale of the Open
Offer Shares have not been and will not be registered under the
U.S. Securities Act and, accordingly, the Open Offer Shares may not
be offered or sold, within the United States.
Notwithstanding the foregoing and any other provision of the
Circular or the Open Offer application form, the Company reserves
the right to permit any Qualifying Shareholder to apply for Open
Offer Shares if the Company, in its sole and absolute discretion,
is satisfied that the transaction in question is exempt from, or
not subject to, the legislation or regulations giving rise to the
restrictions in question.
If a Qualifying Shareholder does not wish to apply for Open
Offer Shares, he should not complete or return the Open Offer
application form or send a USE message through CREST. In addition
to dilution as a result of the Placing and Subscription and any
other Ordinary Shares issued in connection with the Placing or
Subscription, Shareholders who do not take up their full
entitlement of Open Offer Shares may be diluted as a result of the
Open Offer.
General Meeting
The Placing, the Subscription and the Open Offer are each
conditional, inter alia, upon the passing of the Resolutions by
Shareholders at the General Meeting, to be held at the offices of
Memery Crystal at 165 Fleet Street, London, EC4A 2DY on 2 August
2023 at 11.00 a.m.
Further details on the background to and reasons for the
Fundraising, along with an explanation as to why the Board
considers the Fundraising to be in the best interests of the
Company and Shareholders as a whole, are set out below.
APPIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Announcement of launch of ABB 4.31 p.m. on 10 July
Announcement of closing of ABB 7.00 a.m. 11 July
Record date of Open Offer 6.30 p.m. on 11 July
Ex-entitlement date for Open Offer 7.00 a.m. on 12 July
Posting of Circular, Form of Proxy and Application Form 13 July
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited 8.00 a.m. on 14 July
to stock accounts
of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4.30 p.m. on 21 July
entitlements from
CREST
Latest time and date for depositing Open Offer entitlements into CREST 3.00 p.m. on 24 July
Latest time and date for splitting application forms (to satisfy bona fide 3.00 p.m. on 27 July
market claims only)
Latest time and date for receipt of Open Offer application forms and 11.00 a.m. on 31 July
payment in full under
the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Latest time and date for receipt of Forms of Proxy and CREST voting 11.00 a.m. on 31 July
instructions
Announcement of results of Open Offer 1 August
General Meeting 11.00 a.m. on 2 August
Announcement of results of General Meeting Following General Meeting on 2 August
Admission of the New Ordinary Shares 8.00 a.m. on 3 August
New Ordinary Shares credited to CREST Members' accounts in respect of the 3 August
Placing Shares and
Open Offer Shares
Dispatch of definitive share certificates in certified form By 10 August
Each of the times and dates above is subject to change. Any such
change will be notified by an announcement on a Regulatory
Information Service. References in this Document are to London
time.
APPIX 2
TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE
PLACING AND ASSOCIATED OPEN OFFER.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (OR TO ANY U.S.
PERSON), CANADA, AUSTRALIA, JAPAN, RUSSIA, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
EACH PURCHASER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE
COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ENTITLED TO TAKE PART IN THE
PLACING AND THIS ANNOUNCEMENT IS COMMUNICATED TO THEM FOR THE
PURPOSES OF INFORMATION ONLY AND IS DIRECTED ONLY TO: (A) PERSONS
IN MEMBERS STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) NO 2017/1129 OF
THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017) (THE
"PROSPECTUS REGULATION"); (B) PERSONS IN THE UNITED KINGDOM, WHO
(i) HAVE BEEN SELECTED BY THE JOINT BOOKRUNNERS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (ii) WHO, ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018) (THE "UK PROSPECTUS REGULATION"); OR
(C) ARE OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS
AND CONDITIONS HEREIN MUST NOT BE RELIED ON, ACTED ON OR RESPONDED
TO BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY
DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A
PROFESSIONAL ADVISER FOR ADVICE.
No action has been taken by the Company, the Joint Bookrunners
(as defined in paragraph 1.3 below) or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required.
Persons who are invited to and who choose to participate in the
Placing (as such term is defined in paragraph 1.1 below) by making
an oral or written offer to subscribe for Placing Shares (as such
term is defined in paragraph 1.1 below), including any individuals,
funds or others on whose behalf a commitment to acquire Placing
Shares is given, will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, undertakings and agreements,
contained in this Appendix. In particular, each such prospective
Purchaser (as defined in paragraph 2.4(a)) represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares (as such term is
defined below) that are allocated to it for the purposes of its
business;
2. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Regulation or the UK Prospectus
Regulation (as applicable), any Placing Shares acquired by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in circumstances which may give rise to an offer
of securities to the public other than an offer or resale in the
United Kingdom, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to each such proposed offer or
resale; and
3. it is not in the United States.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgments and undertakings. The Joint Bookrunners do not make
any representation to the Purchasers regarding an investment in the
Placing Shares referred to in this Announcement.
Solely for the purposes of the product governance requirements
contained within the FCA Handbook and in particular the Product
Intervention and Product Governance Sourcebook and any other UK
domestic legislation and measures which implement EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II") and Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II (together, the "UK MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in the UK MiFID II Product
Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by the UK MiFID II
Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of the MiFID II
Product Governance Requirements; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the shares the subject
of the Placing. Each distributor is responsible for undertaking its
own target market assessment in respect of the shares and
determining appropriate distribution channels.
This Announcement does not constitute, and may not be used in
connection with, an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities or investment
advice in any jurisdiction, including, without limitation, the
United Kingdom, any member state of the EEA, the United States,
Australia, Canada, Japan, Russia, New Zealand or the Republic of
South Africa. No public offer of securities of the Company is being
made in the United Kingdom, any member state of the EEA, the United
States or elsewhere. This Announcement and the information
contained herein is not for publication or distribution, directly
or indirectly, to persons in the United States (or to any U.S.
Person), Australia, Canada, Japan, Russia, New Zealand or the
Republic of South Africa or in any other jurisdiction in which such
publication or distribution is unauthorised or unlawful. Any
persons (including, without limitation, custodians, nominees and
trustees) into whose possession this Announcement may come, are
required by the Company to inform themselves about and to observe
any restrictions on transfer of this Announcement.
The Placing Shares are being offered only outside the United
States in reliance on Regulation S under the U.S. Securities Act
("Regulation S"). In particular, the offer and sale of the Placing
Shares have not been and will not be registered under the U.S.
Securities Act or with any securities regulatory authority of any
State or other jurisdiction of the United States, and, accordingly,
the Placing Shares may not be offered or sold directly or
indirectly, within the United States, , except: (i) to "qualified
institutional buyers" as defined in Rule 144A under the U.S.
Securities Act ("QIBs"); (ii) outside the United States in
"offshore" transactions within the meaning of, and in reliance on,
Regulation S; or (iii) otherwise in compliance with an exemption
from the registration requirements of the U.S. Securities Act. No
public offering of the Placing Shares or any other securities is
being made in the United States. No money, securities or other
consideration from any person inside the United States is being
solicited pursuant to this Announcement, the Placing, or the
Bookbuild (as defined below) and, if sent in response to the
information contained in the Announcement, will not be accepted.
This Announcement is not an offer of securities for sale into the
United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada or Russia; no prospectus has been lodged with
and/or registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares, and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, New Zealand, Japan, Russia or the
Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered or otherwise
transferred, directly or indirectly, in or into the United States,
Australia, Canada, New Zealand, Japan, Russia, the Republic of
South Africa or any other jurisdiction outside the United Kingdom
or EEA. The contents of this Announcement have not been reviewed by
any regulatory authority in Hong Kong. If you are in any doubt
about any of the contents of this Announcement, you should obtain
independent professional advice.
The price of securities and the income from them may go down as
well as up and investors may not get back the full amount of their
investment on disposal of the securities.
Any indication in this Announcement of the price at which
ordinary shares of GBP0.01 each in the capital of the Company have
been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is intended
to be a profit forecast and no statement in this Announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of London Stock Exchange
plc.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
1. PLACING, SUBSCRIPTION AND OPEN OFFER
1.1 Chariot Limited (company number 47532) (the "Company"),
intends to conduct a placing (the "Placing") and direct
subscription (the "Subscription"). Subject to shareholder approval,
new ordinary shares of GBP0.01 nominal value each will be issued to
existing and new investors pursuant to the Placing ("Placing
Shares") and Subscription ("Subscription Shares") at an issue price
("Issue Price") as determined by the Joint Bookrunners and the
Company.
1.2 The Company also intends to conduct an open offer to raise
gross proceeds of up to US$3 million (approximately GBP2.3
million). Subject to shareholder approval, the new ordinary shares
of GBP0.01 nominal value each (the "Open Offer Shares") are
expected to be issued on 3 August 2023 at the Issue Price (the
"Open Offer" and, together with the Placing and Subscription, the
"Fundraising").
1.3 The Company has appointed Cenkos Securities plc ("Cenkos")
and Stifel Nicolaus Europe Limited ("Stifel") as joint brokers in
respect of the Placing and Open Offer (together, the "Joint
Bookrunners", and each, a "Joint Bookrunner").
1.4 The terms and conditions set out in this Appendix apply to
persons making an offer to subscribe for Placing Shares under the
Placing. Each Purchaser shall be deemed to have read the
Announcement, and this Appendix, in its entirety.
2. ALLOCATION AND CONDITIONS TO PLACING
2.1 The Placing Shares under the Placing will be issued on the
Closing Date (as defined below).
2.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners.
2.3 The number of Placing Shares to be issued and the Issue
Price will be finally agreed between the Joint Bookrunners and the
Company following completion of the bookbuild being conducted by
the Joint Bookrunners to determine demand for participation in the
Placing and the Issue Price (the "Bookbuild"). The number of
Placing Shares which have been placed and the Issue Price will be
announced following the completion of the Bookbuild.
2.4 Acceptances of the Placing and allocations of Placing Shares
(including the subscription amount payable) will be as:
(a) confirmed (orally or in writing) with prospective purchasers
who are in the United Kingdom (or as the Joint Bookrunners and
Company may agree, in any other jurisdiction) by the respective
Joint Bookrunner (or their broker dealers or their agents as agent
of the Company). That confirmation constitutes an irrevocable
legally binding commitment of that person (who will at that point
become a purchaser ("Purchaser")) to subscribe for the number of
Placing Shares allocated to it on the terms and conditions set out
in this Appendix (a copy of this Appendix having been provided to
the Purchaser prior to or at the same time as such confirmation)
and in accordance with the Company's articles of association;
or
(b) (unless paragraph 2.4(a) applies) by the completion and
return of such letter of confirmation and registration or other
forms as the Joint Bookrunners or their agents may in their
absolute discretion require and in that event the terms and
conditions set out in such letter of confirmation and registration
or other form shall apply to the exclusion of this Appendix.
2.5 The Bookbuild is expected to close no later than 7.00 am on
11 July 2023 but may be closed earlier or later at the discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
2.6 The Joint Bookrunners may choose to allocate Placing Shares
at their discretion (in consultation with the Company) and may
scale down any bids for Placing Shares made by prospective
Purchasers for this purpose on such basis as they may determine.
The Joint Bookrunners may also, notwithstanding paragraph 2.5
above, subject to the prior consent of the Company: (a) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and (b) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
2.7 For the avoidance of doubt, a bid in the Bookbuild will be
made on the terms and subject to the conditions in the Announcement
and this Appendix and will be legally binding on the prospective
Purchaser on behalf of which it is made and, except with the
consent of the respective Joint Bookrunner, will not be capable of
variation or revocation after the time at which it is submitted.
Any acceptance of the Placing constitutes a Purchaser's irrevocable
legally binding agreement, subject to the Placing and Open Offer
Agreement (as defined below) not having been terminated, to pay the
aggregate settlement amount of the Placing Shares regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s).
2.8 By participating in the Bookbuild, each Purchaser agrees
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described in paragraph 4 below,
and will not be capable of rescission or termination by the
Purchaser.
2.9 In making an investment decision, Purchasers must rely on
their own examination of the Company and its prospects and the
terms of the Placing, including the merits and risks involved in
investing in the Placing Shares.
2.10 Irrespective of the time at which a Purchaser's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement."
2.11 Settlement will occur on a date to be advised but expected
to be on or around 3 August 2023 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of their
affiliates, agents, directors, officers, employees, (c) to the
extent not contained within (a) or (b), any person connected with
the Joint Bookrunners as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Joint
Bookrunners), or (d) any person acting on behalf of the Joint
Bookrunners, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Purchaser or to
any other person whether acting on behalf of a Purchaser or
otherwise. In particular, neither of the Joint Bookrunners nor any
of their respective affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect
of their conduct of the Placing and Open Offer or of such
alternative method of effecting the Placing and Open Offer as the
Joint Bookrunners and the Company may agree.
3. SHARES AND QUOTATION
3.1 The New Ordinary Shares will be issued fully paid and will
rank equally, from the date of issue, in all respects with the
Company's existing issued ordinary shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such ordinary shares after the date of issue of
the Placing Shares, Subscription Shares and Open Offer Shares.
3.2 Application will be made to London Stock Exchange plc for
admission to trading of the New Ordinary Shares on AIM
("Admission"). It is anticipated that Admission will become
effective on or around 3 August 2023 and that dealings in the
Placing Shares, Subscription Shares and Open Offer Shares will
commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 10 July 2023, the Company and each of the Joint
Bookrunners entered into a placing and open offer agreement in
connection with the Placing and Open Offer (the "Placing and Open
Offer Agreement"). Pursuant to the Placing and Open Offer
Agreement, each of the Joint Bookrunners has agreed to use their
respective reasonable endeavours to place the Placing Shares with
prospective Purchasers.
4.2 The Joint Bookrunners' obligations under the Placing and
Open Offer Agreement in respect of the Placing Shares and Open
Offer Shares are conditional, inter alia, on:
(a) the Company procuring that the Circular and the notice of a
general meeting of the shareholders of the Company to approve the
Resolutions (as defined below) is sent to shareholders by no later
than 13 July 2023;
(b) shareholder approval of the resolutions necessary to issue
the New Ordinary Shares for cash on a non-pre-emptive basis
pursuant to (inter alia) the Placing, the Subscription and the Open
Offer (the "Resolutions");
(c) none of the warranties contained in the Placing and Open
Offer Agreement being untrue, inaccurate or misleading as at the
date of the Placing and Open Offer Agreement and at all times
before and at the date of Admission;
(d) the publication of this Announcement through a Regulatory
Information Service by no later than 8.00 a.m. on the date of the
Placing and Open Offer Agreement or such other time and/or date as
may be agreed in writing between the Company and the Joint
Bookrunners;
(e) the Company allotting, subject only to Admission, the
Placing Shares and the Subscription Shares in accordance with the
Placing and Open Offer Agreement;
(f) Admission taking place not later than 8.00 a.m. on 3 August
2023 or such later date as the Company and the Joint Bookrunners
may otherwise agree but not being later than 8.00 a.m. on 31 August
2023;
(g) the Subscription Agreements having become unconditional in
all respects (save in relation to Admission); and
(h) there having been since the date of the Placing and Open
Offer Agreement no development or event which will or is likely to
have a material adverse effect on the Company (or of its
subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing and
Open Offer Agreement in relation to the Placing Shares are not
fulfilled or waived (if capable of being waived) by the Joint
Bookrunners by the respective time or date where specified (or such
later time or date as the Company and the Joint Bookrunners may
agree); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing and Open Offer Agreement is
terminated in the circumstances specified below, the Placing in
relation to the Placing Shares will lapse and the Purchaser's
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Purchaser agrees
that no claim can be made by the Purchaser in respect thereof.
4.4 The Joint Bookrunners may, at their absolute discretion and
upon such terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
and Open Offer Agreement save that the conditions relating to
Admission, the allotment and issue of the Placing Shares (subject
only to Admission) and shareholder approval may not be waived. Any
such extension or waiver will not affect Purchasers' rights and
obligations under the terms and conditions set out in this
Appendix.
4.5 Neither of the Joint Bookrunners nor the Company shall have
any liability to any Purchaser (or to any other person whether
acting on behalf of a Purchaser or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction
of any condition or in respect of the Placing generally and by
participating in the Placing each Purchaser agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
4.6 Each of the Joint Bookrunners is entitled, at any time
before Admission, to terminate the Placing and Open Offer Agreement
by giving notice to the Company in certain circumstances,
including, inter alia, a breach of the warranties given to the
Joint Bookrunners in the Placing and Open Offer Agreement, the
failure of the Company to comply with obligations under the Placing
and Open Offer Agreement, or if an event has occurred which, in the
opinion of the Joint Bookrunner (acting in good faith), constitutes
or is likely to cause a material adverse change or on the
occurrence of certain force majeure events. Following Admission,
the Placing and Open Offer Agreement is not capable of rescission
or termination.
4.7 The rights and obligations of the Purchasers shall terminate
only in the circumstances described in these terms and conditions
and will not be subject to termination by the Purchaser or any
prospective Purchaser at any time or in any circumstances. By
participating in the Placing, Purchasers agree that the exercise by
a Joint Bookrunner of any right of termination or other discretion
under the Placing and Open Offer Agreement shall be within the
absolute discretion of that Joint Bookrunner, and that it need not
make any reference to Purchasers and that it shall have no
liability to Purchasers whatsoever in connection with any such
exercise.
5. NO UNDERWRITING
The Fundraising is not being underwritten by any party.
6. RELATIONSHIP OF THE JOINT BOOKRUNNERS
6.1 The obligations of each Joint Bookrunner in connection with
the Placing and Open Offer (including any payment obligation) are
several, and not joint, nor joint and several. A right of a Joint
Bookrunner in connection with the Placing and Open Offer (including
any rights under the Placing and Open Offer Agreement) is held by
that Joint Bookrunner severally and each Joint Bookrunner may
exercise its rights, powers and benefits in connection with the
Placing and Open Offer separately and individually.
6.2 A Joint Bookrunner will not be responsible for the
performance obligations of the other Joint Bookrunner and will not
be liable for any claims, damages or liabilities arising out of the
actions taken, omissions of or advice given by the other Joint
Bookrunner. Any breach, non-performance or default by a Joint
Bookrunner will not constitute a breach, non-performance or default
of the other.
6.3 Nothing contained or implied hereby or by acceptance of the
Placing or Open Offer constitutes a Joint Bookrunner acting as the
partner, agent or representative of the other Joint Bookrunner for
any purpose or creates any partnership, agency or trust between the
Joint Bookrunners, and no Joint Bookrunner has any authority to
bind another Joint Bookrunner in any way.
6.4 Neither of the Joint Bookrunners will be liable for any
loss, damage or claim arising out of the actions taken or advice
given by the other Joint Bookrunner. In addition, the rights of a
Joint Bookrunner and the Beneficiaries (as defined below) in
respect of that Joint Bookrunner under the representations,
warranties, acknowledgements and undertakings set out below will in
no way be affected by the actions taken or alleged to have been
taken or advice given or alleged to have been given by the other
Joint Bookrunner or its Beneficiaries.
7. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from
acceptance of the Placing is personal to each Purchaser and does
not constitute an offering to any other person or to the public. A
Purchaser may not assign, transfer, or in any other manner, deal
with its rights or obligations under the agreement arising from the
acceptance of the Placing, without the prior written agreement of
the Joint Bookrunners in accordance with all relevant legal
requirements.
8. NO PROSPECTUS
8.1 No offer document or prospectus has been or will be
delivered to the Financial Conduct Authority ("FCA") or any
competent authority of any relevant member state of the EEA in
relation to the Placing, and a Purchaser's commitments will be made
solely on the basis of the information contained in the
Announcement released by the Company today which this Appendix
forms part of.
8.2 Each Purchaser, by making an offer to subscribe for Placing
Shares, agrees that the content of this Announcement (including
this Appendix) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or the Joint Bookrunners or any other person
and none of the Company or the Joint Bookrunners nor any other
person will be liable for any Purchaser's decision to participate
in the Placing based on any other information, representation,
warranty or statement which Purchasers may have obtained or
received, and if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Joint Bookrunners, the Company or their
respective officers, directors, employees or agents. Each Purchaser
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor
the Joint Bookrunners make any undertaking or warranty to any
Purchaser regarding the legality of any investment in the Placing
Shares by such Purchaser under any legal, investment or similar
laws or regulations. Each Purchaser should not consider any
information in this Announcement to be legal, tax or business
advice. Each Purchaser should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
9. REGISTRATION AND SETTLEMENT
9.1 Settlement of transactions in the Placing Shares will,
unless otherwise agreed, take place on a delivery versus payment
basis within the CREST system administered by Euroclear UK and
International Limited ("CREST").
9.2 The Company will (or will procure its registrar or transfer
agent to) deliver the Placing Shares to CREST accounts operated by
the respective Joint Bookrunner for the Company and the Joint
Bookrunners will enter their respective delivery (DEL) instructions
into the CREST system. The input to CREST by each Purchaser of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Purchaser against payment.
9.3 Each Purchaser allocated Placing Shares in the Placing will
be sent a conditional trade confirmation stating the number of
Placing Shares and the subscription amount payable to be allocated
to it and will be required to provide the Joint Bookrunners with
funds sufficient to purchase such securities prior to the Closing
Date.
9.4 Each Purchaser is deemed to agree that, if it does not
comply with these obligations, the Company may sell any or all of
the Placing Shares allocated to that Purchaser on such Purchaser's
behalf and retain from the proceeds, for the Company's account and
benefit, an amount equal to the aggregate amount owed by the
Purchaser plus any interest due. The relevant Purchaser will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Purchaser's
behalf.
9.5 Subject to the passing of the Resolutions, it is expected
that settlement will take place on or about 3 August 2023 in CREST
in accordance with the instructions set out in the conditional
trade confirmation.
9.6 The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any
Purchaser in any form it requires if, in the Joint Bookrunners' or
the Company's opinion, delivery or settlement is not possible or
practicable within CREST or would not be consistent with the
regulatory requirements of the Purchaser's jurisdiction.
9.7 Each Purchaser agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with the respective Joint Bookrunner.
9.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Purchasers should ensure that the conditional
trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Each Purchaser shall
ensure that, insofar as Placing Shares are registered in a
Purchaser's name or that of its nominee or in the name of any
person for whom a Purchaser is contracting as agent or nominee,
such person shall not be a person who is or may be liable to any UK
stamp duty or stamp duty reserve tax or securities transfer
tax.
9.9 Interest is chargeable daily on payments to the extent that
value is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each Purchaser and prospective Purchaser (and each person
acting on its behalf) represents, warrants, acknowledges and
undertakes for the benefit of the Company, each of the Joint
Bookrunners and the respective officers, employees and advisers of
the Company and of each of the Joint Bookrunners, and any person
acting on behalf of any of them (each a "Beneficiary" and together
the "Beneficiaries") as follows:
(a) if it is a Purchaser in the United Kingdom it:
(i) is a Qualified Investor as defined under the UK Prospectus Regulation; and
(ii) is also a person falling within one or more of the
categories of persons referred to in article 19 (investment
professionals) or 49 (high net worth companies, etc) of the Order
or is a person to whom the Placing may otherwise be made or to whom
the Placing Shares may otherwise be directed without an approved
prospectus having been made available to the public in the UK
before the Placing Shares are offered and without making an
unlawful financial promotion; and
(iii) understands, recognises and acknowledges that no
prospectus has been or will be approved in connection with the
Placing by the FCA in the United Kingdom under section 87A of
Financial Services and Markets Act 2000 (the "FSMA"); or
(iv) if it is not in the United Kingdom but is acting for the
account of a Purchaser in the United Kingdom, that each of
subparagraphs (i), (ii) and (iii) applies in respect of each such
Purchaser;
(b) if it is a Purchaser in a member state of the EEA it:
(i) is a Qualified Investor as defined under the Prospectus Regulation; and
(ii) understands, recognises and acknowledges that no prospectus
has been or will be approved in connection with the Placing by any
competent authority of any relevant member state of the EEA; or
(iii) if it is not in a member state of the EEA but is acting
for the account of a Purchaser in a member state of the EEA, that
each of subparagraphs (i) and (ii) applies in respect of each such
Purchaser;
(c) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person. For the
avoidance of doubt, the Purchaser has not made and will not make
any offer to the public of the Placing Shares for the purposes of
section 102B FSMA;
(d) if it is in a jurisdiction outside the United Kingdom or the
EEA, it is a person to whom the Placing or an invitation to
subscribe for the Placing Shares in the manner contemplated by this
Appendix and any communication or correspondence therewith is
permitted by the laws of the jurisdiction in which it is situated
or from where the Purchaser submitted its bid to subscribe for
Placing Shares and it is a person to whom the Placing Shares can
lawfully be offered and issued under all applicable laws, without
the need for any approval, registration, filing or lodgement of any
kind, including a prospectus or other disclosure document;
(e) without prejudice to paragraph (d) above, if the Purchaser is in Hong Kong it is (i) a "professional investor" within the meaning of the Securities and Futures Ordinance of Hong Kong (Cap 571) and any rules made thereunder, and (ii) acquiring the Placing Shares for its own account (or an account as to which it has full investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;
(f) it (and any account for which it is purchasing) (i) is
outside the United States, (ii) is acquiring the Placing Shares in
an offshore transaction (as this term is used in Regulation S),
(iii) understands that the offer and sale to it of the Placing
Shares have not been and will not be registered under the U.S.
Securities Act or the laws of any state of the United States;.
(g) time shall be of the essence as regards obligations pursuant to this Appendix;
(h) unless otherwise specifically agreed in writing with the
Joint Bookrunners, neither it nor the beneficial owner of such
Placing Shares is or will be a resident of, or subject to the laws
of the United States, Australia, Canada, Japan, Russia, New Zealand
or the Republic of South Africa, or will otherwise be considered a
U.S. Person;
(i) the Placing Shares have not been and will not be registered
under the securities legislation of the United States, Canada,
Australia, Japan, Russia, New Zealand and the Republic of South
Africa and may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within those
jurisdictions except subject to certain exceptions;
(j) it acknowledges that this Announcement has not been approved
by the Securities and Futures Commission in Hong Kong and,
accordingly, (i) the Placing Shares may not be offered or sold in
Hong Kong by means of this Announcement or any other document other
than to "professional investors" as defined in the Securities and
Futures Ordinance of Hong Kong (Cap 571) and any rules made
thereunder, or in other circumstances which do not result in the
document being a "prospectus" as defined in the Companies (Winding
Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap 32)
("CWUMPO") or which do not constitute an offer to the public within
the meaning of the CWUMPO, and (ii) no person shall issue or
possess for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to
the Placing Shares which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Placing Shares which are or
are intended to be disposed of only to persons outside Hong Kong or
only to professional investors (as set out above);
(k) the Purchaser consents to the Company making a notation on
its records or giving instructions to any registrar and transfer
agent of the Placing Shares in order to implement the restrictions
on transfer set forth and described above;
(l) if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Purchaser will execute,
deliver and file and otherwise assist the Company in filing
reports, questionnaires, undertakings and other documents with
respect to the issue of the Placing Shares;
(m) the Purchaser has such knowledge and experience in
financial, business and tax matters as to be capable of evaluating
the merits and risks of its investment in the Placing Shares and it
is able to bear the economic risks and complete loss of such
investment in the Placing Shares;
(n) the Purchaser has not received or requested, nor does it
have any need to receive, any offering memorandum or any other
document describing the business and affairs of the Company in
order to assist it in making an investment decision to subscribe
for the Placing Shares;
(o) it is purchasing the Placing Shares for its account or for
the account of one or more persons for investment purposes only and
not with the purpose of, or with a view to, the resale, transfer or
distribution or granting, issuing or transferring of interests in,
or options over, the Placing Shares and;
(p) it has such knowledge and experience in financial and
business matters and expertise in assessing credit and all other
relevant risks that it is capable of evaluating independently, and
has evaluated independently and conducted an in-depth detailed
analysis on, the merits and risks of a purchase of the Placing
Shares for itself and each other person, if any, for whose account
it is acquiring any Placing Shares, and it has determined that the
Placing Shares are a suitable investment for itself and each other
person, if any, for whose account it is acquiring any Placing
Shares, both in the nature and the number of the Placing Shares
being acquired;
(q) if applicable, it is, or any beneficial Purchaser for whom
it is contracting is, acquiring the Placing Shares pursuant to and
in compliance with an exemption from the prospectus requirements of
securities laws of the jurisdiction of residence and will provide
the Company and the Joint Bookrunners, on request, whether before
or after the Closing Date, with evidence of such compliance;
(r) it has had access to all information that it believes is
necessary or appropriate in connection with, and for an adequate
time prior to, its purchase of the Placing Shares. It acknowledges
and agrees that it will not hold the Joint Bookrunners responsible
for any misstatements in, or omissions from, any publicly available
information concerning the Company;
(s) it has made and relied entirely upon its own assessment of
the Company, and has conducted its own independent investigation
with respect to the Placing Shares and the Company;
(t) it shall obtain its own advice regarding the tax
consequences in any jurisdiction of purchasing, owning or disposing
of any Placing Shares;
(u) it has not relied on any investigation that any Beneficiary
may have conducted with respect to the Placing Shares or the
Company. No Beneficiary has made any representation to it, express
or implied, with respect to the Placing Shares or the Company;
(v) it acknowledges that the Placing does not constitute a
securities recommendation or advice in relation to any securities,
and that no securities recommendation or advice has been made or
given to it by any Beneficiary in relation to the Placing;
(w) it acknowledges that an investment in the Placing Shares involves a degree of risk;
(x) except to the extent that liability cannot by law be
excluded, it acknowledges that none of the Beneficiaries accept any
responsibility in relation to the Placing or for the accuracy or
completeness of any information given to it in connection with the
Placing;
(y) it acknowledges and agrees that it will accept the decisions
and actions of the Joint Bookrunners and/or the Company in respect
of the Placing and the acceptance of any Placing of Placing Shares
does not oblige the Joint Bookrunners and/or the Company to consult
with it as to any matter or qualify the exercise or non-exercise of
rights arising under or in relation to the Placing;
(z) it has been independently advised as to any resale
restrictions under applicable securities laws in its own
jurisdiction;
(aa) it acknowledges and agrees that if a Joint Bookrunner takes
title to the Placing Shares it does so only as agent for the
Purchaser for the purposes of effecting settlement and it agrees to
release such Joint Bookrunner from any liability incurred by it in
acting in such capacity (whether arising out of any act or omission
by the Company in relation to the Placing or to the Placing Shares
or otherwise);
(bb) if it is acquiring any Placing Shares for an account of one
or more persons, it has full power to make the acknowledgements,
representations, warranties and agreements hereunder on behalf of
each such person and it will take reasonable steps to ensure that
each such person will comply with its obligations hereunder;
(cc) it acknowledges that the Beneficiaries will rely upon the
truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements in conducting and
undertaking the Placing;
(dd) it has read this Announcement, including this Appendix, in
its entirety and its subscription of the Placing Shares is subject
to and based upon only the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein;
(ee) the exercise by the Joint Bookrunners of any right of
termination or any right of waiver exercisable by them contained in
the Placing and Open Offer Agreement including, without limitation,
the right to terminate the Placing and Open Offer Agreement, is
within their absolute discretion and no Joint Bookrunner will have
any liability to any Purchaser whatsoever in connection with any
decision to exercise or not exercise any such rights;
(ff) if (i) any of the conditions in the Placing and Open Offer
Agreement are not satisfied (or, where relevant, waived), or (ii)
the Placing and Open Offer Agreement is terminated or does not
otherwise become unconditional in all respects prior to the
admission of the Placing Shares, the Placing will lapse and its
rights shall cease and determine at such time and no claim shall be
made by any Purchaser in respect thereof;
(gg) no offer document or prospectus has been, or will be,
prepared in connection with the Placing and it represents and
warrants that it has not received a prospectus or other offer
document in connection therewith;
(hh) the ordinary shares of GBP0.01 each in the capital of the
Company are (and the Placing Shares issued pursuant to the Placing
will be) admitted to trading on AIM, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of AIM and that it is able
to obtain or access such information without undue difficulty, and
is able to obtain access to such information or comparable
information concerning any other AIM quoted company, without undue
difficulty;
(ii) none of the Joint Bookrunners or the Company nor any of
their affiliates nor any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding
the Placing Shares or the Company or any other person other than
this Announcement; nor has it requested any of the Joint
Bookrunners or the Company nor any of their affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(jj) the content of this Announcement is exclusively the
responsibility of the Company and none of the Joint Bookrunners nor
any person acting on their behalf has or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company (except for any information or statements
relating solely to the Joint Bookrunners and furnished by the Joint
Bookrunners specifically for use in such documents) and will not be
liable for any Purchaser's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Purchaser further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Purchaser has relied in
committing itself to subscribe for the Placing Shares is contained
in this Announcement and any information previously published by
the Company, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by either
of the Joint Bookrunners or the Company and none of the Joint
Bookrunners or the Company will be liable for any Purchaser's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Purchaser further acknowledges and agrees that it
has relied solely on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
(kk) in subscribing for Placing Shares, it has consented to
receive "inside information" for the purposes of MAR , and it
agrees not to deal in any securities of the Company until such time
as the inside information of which it has been made aware has been
made public for the purposes of MAR or it has been notified by the
Joint Bookrunners or the Company that the proposed Placing will not
proceed and any unpublished price sensitive information of which
the Purchaser is aware has been publicly announced, and, other than
in respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information
concerning the Company or the Placing Shares;
(ll) it has complied with its obligations in connection with the
Criminal Justice Act 1993, money laundering and terrorist financing
under the Anti Terrorism Crime and Security Act 2001, the Proceeds
of Crime Act 2002, the Terrorism Act 2003, MAR, the Prospectus
Regulation, the Terrorism Act 2006, the Money Laundering
Regulations 2007, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and
Part VIII of the Financial Services and Markets Act 2000 (the
"Regulations"), including identifying its clients in accordance
with the Regulations, and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, reject an application for Placing Shares in
which event all funds delivered by such Purchaser to the Joint
Bookrunners (if any) will be returned without interest to the
account of the drawee bank from which they were originally
debited;
(mm) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Regulation or the UK Prospectus
Regulation, any Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in the United Kingdom or
the EEA to Qualified Investors, unless the Joint Bookrunners have
given prior consent to such proposed offer or resale;
(nn) it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
(oo) it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in the
Company's ordinary shares in accordance with Chapter 5 of the
Disclosure Guidance and Transparency Rules;
(pp) it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which would apply to it, and that it and any
person acting on its behalf is in compliance with applicable laws
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
(qq) it (and any person acting on its behalf) will make or
procure payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Joint Bookrunners and the
Company may in their absolute discretion determine and without
liability to such Purchaser, and it will remain liable for any
shortfall below the net proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in in these terms and
conditions) which may arise upon the placing or sale of such
Purchaser's Placing Shares on its behalf;
(rr) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be, and none of the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Purchaser and any person acting on behalf of such Purchaser
agrees to participate in the Placing and it agrees to indemnify the
Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to the account of
the Joint Bookrunners who will hold them as nominee on behalf of
such Purchaser until settlement in accordance with its standing
settlement instructions;
(ss) the Company and the Joint Bookrunners and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each of the Joint Bookrunners on
their own behalf and on behalf of the Company and are
irrevocable;
(tt) it will indemnify and hold the Company and the Joint
Bookrunners and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement or incurred by the Company, the
Joint Bookrunners or their respective affiliates, agents,
directors, officers and employees arising from the performance of
the Purchaser's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
(uu) its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and the Purchaser will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners. The agreement to settle a Purchaser's subscription (and/or the subscription of a person for whom such Purchaser is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on the warranty above from each Purchaser, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax in excess of 0.5% under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Purchaser agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Purchaser should seek its own advice and notify the Joint Bookrunners accordingly;
(vv) no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offering of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
(ww) it will be liable for any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the subscription by them of any Placing Shares or
the agreement by them to subscribe for any Placing Shares;
(xx) the Joint Bookrunners or any of their affiliates may, at
their absolute discretion, agree to become a Purchaser in respect
of some or all of the Placing Shares;
(yy) when a Purchaser or person acting on behalf of the
Purchaser is dealing with the Joint Bookrunners, any money held in
an account with any of the Joint Bookrunners on behalf of the
Purchaser and/or any person acting on behalf of the Purchaser will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA;
(zz) it acknowledges that the money will not be subject to the
protections conferred by the client money rules and as a
consequence, this money will not be segregated from the relevant
Joint Bookrunners' money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Purchaser will rank only as a general
creditor of the Joint Bookrunner;
(aaa) it acknowledges that all times and dates in this
Announcement may be subject to amendment and the Joint Bookrunners
shall notify the Purchasers and any person acting on behalf of the
Purchasers of any changes;
(bbb) that past performance is no guide to future performance
and persons needing advice should consult an independent financial
adviser;
(ccc) all obligations entered into by the Purchaser pursuant
hereto with the Joint Bookrunners are entered into with them as
agent for the Company and are therefore enforceable directly by the
Company;
(ddd) if a company, it is a valid and subsisting company and has
all the necessary corporate capacity and authority to execute its
obligations in connection with the Placing participation;
(eee) it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder
or other Purchaser; and
(fff) it irrevocably appoints any director of either of the
Joint Bookrunners as its agent for the purposes of executing and
delivering to the Company's and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares offered to it.
The Purchaser agrees that the Company and the Joint Bookrunners
will rely upon the truth and accuracy of the foregoing
confirmations, representations, warranties, acknowledgments,
undertakings and agreements which are given by each Purchaser (or
persons acting on their behalf) and are irrevocable.
11. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing
Shares (including the subscription amount payable) as confirmed to
a Purchaser, constitute the entire agreement to the terms of the
Placing and a Purchaser's participation in the Placing to the
exclusion of prior representations, understandings and agreements
between them. Any variation of such terms must be in writing.
12. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any
dispute or claim arising out of or in connection with the Placing
or formation thereof (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the laws of
England. Each Purchaser irrevocably agrees to submit to the
exclusive jurisdiction of the courts of England to settle any claim
or dispute that arises out of or in connection with the agreement
arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
APPIX 3
DEFINITIONS
The following definitions apply throughout this Announcement
(including the Appendices), unless the context requires
otherwise:
Admission means admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with the AIM Rules.
AIM means the AIM market of London Stock Exchange plc.
AIM Rules means the AIM rules for companies published by London
Stock Exchange plc.
Anchois means the gas discovery containing audited 2C contingent
resources of 637 Bcf, located in the Company's Lixus Offshore
Licence, Morocco.
Anchois Gas Development means the development of the Anchois gas
discovery, located in the Company's Lixus Offshore Licence.
Bcf means billion cubic feet.
Bookbuild means an accelerated process conducted by the Joint
Bookrunners to determine demand for participation in the Placing by
Placees.
Cenkos means Cenkos Securities plc, whose registered office is
at 6 7 8 Tokenhouse Yard, London, EC2R 7AS, acting as Joint
Bookrunner in connection with the Placing.
Chariot Morocco means Chariot Oil & Gas Holdings (Morocco)
Limited.
Circular means the circular, expected to be published by the
Company on or about 13 July 2023, in relation to the Placing,
Subscription and Open Offer.
Closing Date means the date upon which settlement of the Placing
Shares and the Subscription Shares is due to take place being on or
around 3 August 2023.
Company or Chariot means Chariot Limited, a company incorporated
in Guernsey with registered number 47532, with its registered
office at Oak House, Hirzel Street, St Peter Port, Guernsey, GY1
2NP.
CREST means a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations).
CREST Regulations means the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) (as amended).
Directors or Board means the board of directors of the
Company.
EEA means The European Economic Area.
EU means the European Union.
Euroclear means Euroclear UK & International Limited.
Excess Application Facility means the arrangement pursuant to
which Qualifying Shareholders may apply for additional Open Offer
Shares in excess of their entitlement in accordance with the terms
and conditions of the Open Offer, as set out in the Circular.
Existing Ordinary Shares means the 963,694,463 Ordinary Shares
in issue at the date of this Announcement, all of which are
admitted to trading on AIM and being the entire issued ordinary
share capital of the Company.
FCA means the United Kingdom Financial Conduct Authority.
FID means Final Investment Decision.
FSMA means the Financial Services and Markets Act 2000, as
amended.
Fundraising or Fundraise means the Placing, Subscription and the
Open Offer.
Group means the group of which the Company is the parent.
Issue Price means 14 pence per New Ordinary Share.
Joint Bookrunner means each of Cenkos and Stifel.
London Stock Exchange means London Stock Exchange plc.
MAR means the Market Abuse Regulation (EU) No.596/2014, as
retained and applicable in the UK pursuant to s3 of the European
Union (Withdrawal) Act 2018 (as amended).
New Ordinary Shares means the Placing Shares, Subscription
Shares and the Open Offer Shares, or any of them.
Notice of General Meeting means the notice of the General
Meeting included within the Circular.
NPV means net present value.
Open Offer means the conditional invitation proposed to be made
by the Company to Qualifying Shareholders to subscribe for the Open
Offer Shares.
Open Offer Entitlement means the entitlement of Qualifying
Shareholders to subscribe for Open Offer Shares allocated to
Qualifying Shareholders on the Record Date pursuant to the Open
Offer.
Open Offer Shares means up to 16,615,421 new Ordinary Shares
which are to be the subject of the Open Offer.
Ordinary Shares means ordinary shares of 1 penny each in the
capital of the Company.
Overseas Shareholder means a Shareholder with a registered
address outside of the United Kingdom.
Placees means the institutional investors participating in the
proposed Placing.
Placing means the proposed placing by the Joint Bookrunners as
agents for the Company, of the Placing Shares at the Issue Price on
a non-pre-emptive basis, on the terms and conditions set out in the
Placing and Open Offer Agreement.
Placing and Open Offer Agreement means the agreement to be
entered into between the Company, Cenkos and Stifel in connection
with the Placing and the Open Offer.
Placing Shares means new Ordinary Shares which may, pursuant to
the Placing, be allotted and issued fully paid up at the Issue
Price and admitted to trading on AIM.
Prospectus Regulation means Regulation (EU) No 2017/1129 of the
European Parliament and of the Council of 2017.
Qualifying Shareholders means Shareholders on the register of
members of the Company as at the Record Date, excluding certain
overseas Shareholders (as further described in the Circular).
Record Date means 6.30 pm on 11 July 2023.
Registrar means Link Group, the registrar to the Company.
Regulatory Information Service means the regulatory information
service approved by London Stock Exchange plc for the distribution
of AIM announcements.
Regulation S means Regulation S under the U.S. Securities
Act.
Relevant Persons has the meaning given in Appendix 2.
Resolutions means the resolutions set out in the Notice of
General Meeting.
Shareholders means holders of Existing Ordinary Shares.
Stifel means Stifel Nicolaus Europe Limited whose registered
office is at 4th Floor 150 Cheapside, London, United Kingdom, EC2V
6ET, acting as Joint Bookrunner in connection with the Placing.
Subscribers means certain investors, who have each subscribed
for New Ordinary Shares at the Issue Price.
Subscription means the proposed subscription for the
Subscription Shares at the Issue Price by certain Directors and
other investors.
Subscription Shares means the new Ordinary Shares which may,
pursuant to the Subscription, be allotted and issued fully paid up
at the Issue Price and admitted to trading on AIM.
Total Eren means Total Eren S.A.
UK Prospectus Regulation means the UK version of Regulation (EU)
No 2017/1129 of the European Parliament and of the Council of 2017
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018.
United Kingdom or UK means United Kingdom of Great Britain and
Northern Ireland.
United States means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia.
USE means unmatched stock event.
U.S Securities Act means the U. S. Securities Act of 1933, as
amended.
All references in this announcement to "GBP", "pence" or "p" are
to the lawful currency of the United Kingdom. All references to
"USS" or "$" are to the lawful currency of the United States.
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END
IOEURAVROBUBAAR
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